Key Highlights:
First Commercial Ethanol-to-Jet Plant Operational: In November 2025, LanzaJet, Inc., a sustainable aviation fuel ("SAF") joint venture entity in which the Company has a 36.33% equity interest, began fully operating and producing fuels at its LanzaJet Freedom Pines Fuels facility in Soperton, Georgia, USA, marking both the world's first production at a commercial-scale plant of jet fuel using ethanol as a feedstock, and the first renewable solution, compatible with today's aircraft, that does not rely on lipids or oils.
EU Innovation Fund: In November 2025, LanzaTech was awarded a €40 million grant from the European Union's Innovation Fund, subject to the finalization of the grant agreement expected in the spring of 2026. The project, an integrated CCUS facility in Norway, will feature the first commercial deployment of LanzaTech's second-generation bioreactor and aims to produce 23.5 kt (~8M U.S. gallons) of ethanol per year by consuming ferroalloy emissions.
Third Quarter 2025 Financial Results
The table below outlines key results for the three and nine months ended September 30, 2025 and 2024, respectively:
All amounts in millions ($)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Revenue
$
9.3
$
9.9
$
27.8
$
37.6
Cost of revenue(1)
6.9
8.1
20.7
20.4
Operating expenses
18.0
34.8
86.1
99.1
Net income (loss)
2.9
(57.4
)
(48.9
)
(110.7
)
Adjusted EBITDA loss(2)
$
(13.5
)
$
(27.1
)
$
(73.7
)
$
(67.0
)
(1) Exclusive of depreciation.(2) See "Non-GAAP Financial Measures" and "Reconciliations of GAAP Net Loss to Adjusted EBITDA" sections herein for an explanation and reconciliations of non-GAAP measures used throughout this release.
Revenue
Reported total revenue of $9.3 million in the third quarter of 2025, compared to $9.9 million in the third quarter of 2024. The year-over-year decrease was due to reductions in Joint Development Agreements("JDA") business and a decline in engineering and other services and activity, partially offset by growth from CarbonSmart™ revenue:
Engineering and other services revenue in the third quarter of 2025 was $4.0 million, compared to $4.9 million in the third quarter of 2024, due to the completion of projects with existing customers and government entities.
JDA and contract research revenue was $1.2 million in the third quarter of 2025, compared to $1.8 million in the third quarter of 2024, due to the completion of projects with existing customers and the absence of new contracts as a result of workforce reductions.
CarbonSmart revenue was $3.0 million in the third quarter of 2025, compared to $2.2 million in the third quarter of 2024. The increase was due to an increased sales volume in CarbonSmart products during the three months ended September 30, 2025 compared to the same period last year.
Cost of Revenue
Cost of revenue decreased by $1.2 million, or 15%, in the three months ended September 30, 2025, compared to the same period in 2024. The year-over-year decrease was primarily driven by a $1.2 million reduction in engineering and other service costs associated with the completion of projects for existing customers and government entities, as well as a change in revenue mix related to the increase in CarbonSmart sales, a lower margin business as compared to biorefining and JDA revenues.
Operating Expense
Operating expenses were $18.0 million in the third quarter of 2025, compared to $34.8 million in the third quarter of 2024. The year-over-year decrease was primarily due to a $3.0 million decrease in personnel and contractor expenses related to R&D projects, reflecting headcount reductions implemented during the third quarter of 2025 as part of the Company's broader cost optimization initiatives.
Net Income
Net Income for the third quarter of 2025 was $2.9 million, compared to a $57.4 million net loss in the same period last year. Net income increased year-over-year primarily as a result of a $38.1 million non-cash gain on financial instruments recognized in the third quarter of 2025. In addition, the operating expenses decreased by $16.5 million during the third quarter of 2025 compared to the same period last year, due to headcount reductions implemented as part of the Company's broader cost optimization initiative.
Adjusted EBITDA Loss
Adjusted EBITDA loss was $13.5 million in the third quarter of 2025, compared to $27.1 million in the same period last year. The decrease in Adjusted EBITDA loss year-over-year was primarily attributable to lower selling, general and administrative expenses as a result of cost optimization efforts, along with lower revenue and higher cost of sales period-over-period. While expected to reduce long-term expenses, short-term restructuring costs were impacted during the quarter ended September 30, 2025.
Balance Sheet and Liquidity
As of September 30, 2025, the Company had $23.5 million in total cash, restricted cash, and investments, compared to total cash of $39.6 million as of June 30, 2025. The decrease reflects continued use of cash to fund operating activities, timing of receipts from customers and government projects, and limited inflows from new funding sources.
Management Comments
"This has been a year of disciplined transformation. By aligning our structure to the realities of the market and focusing on the highest-value paths—especially the growing demand for SAF—we believe that we've strengthened our position and regained momentum, said Dr. Jennifer Holmgren, Board Chair and CEO of LanzaTech. "SAF is a practical and important outlet for the ethanol we produce, and we believe we've adjusted the business so we can focus on that opportunity more directly, provided we obtain the necessary capital to do so."
About LanzaTech
LanzaTech (NASDAQ:LNZA) is a leader in carbon management, using its proprietary gas-fermentation platform to transform waste carbon into valuable products. Through global partnerships, LanzaTech enables the production of feedstocks for high-value markets including SAF and chemicals. Headquartered in the U.S., the company provides technology and commercial pathways that strengthen industrial resilience and unlock new economic value from carbon.
Forward-Looking Statements
This press release includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the Company's management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends" or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company's management. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including the Company's ability to continue to operate as a going concern; the Company's ability to consummate the transactions contemplated by the Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025, as amended; delays or interruptions in government contract awards, funding cycles or agency operations (including due to a government shutdown) that could postpone project milestones and defer related revenue recognition; the Company's ability to attract new investors and raise substantial additional financing to fund its operations and/or execute on its other strategic options; the Company's ability to maintain the listing of the Nasdaq Stock Market LLC; the Company's ability to execute on its business strategy and achieve profitability; and the Company's ability to attract, reatin and motivate qualified personnel. The Company may be adversely affected by other economic, business, or competitive factors, and other risks and uncertainties, including those described under the header "Risk Factors" in its Form 10-K for the year ended December 31, 2024, its Form 10-Q for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025 and in future SEC filings. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we have presented Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies.
We define Adjusted EBITDA as our net loss, excluding the impact of depreciation, interest income, net, stock-based compensation expense, change in fair value of warrant liabilities, loss on the Brookfield SAFE extinguishment, change in fair value of the Brookfield SAFE and the Brookfield Loan liabilities (net of interest accretion reversal), change in fair value of the FPA Put Option liability and Fixed Maturity Consideration, change in fair value of the Convertible Note, change in fair value of the PIPE Warrant and loss from equity method investees, net. We monitor and have presented in this earnings press release Adjusted EBITDA because it is a key measure used by our management and the Board to understand and evaluate our operating performance, to establish budgets, and to develop operational goals for managing our business. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of certain expenses that we include in net loss. Accordingly, we believe Adjusted EBITDA provides useful information to investors, analysts, and others in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects.
Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. For example, Adjusted EBITDA: (i) excludes stock-based compensation expense because it is a significant non-cash expense that is not directly related to our operating performance; (ii) excludes depreciation expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; (iii) excludes gain or losses on equity method investee; and (iv) excludes certain income or expense items that do not provide a comparable measure of our business performance. In addition, the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
LANZATECH GLOBAL INC.CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share data)
September 30,
December 31,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
19,627
$
43,499
Held-to-maturity investment securities
—
12,374
Trade and other receivables, net of allowance
8,700
9,456
Contract assets
9,342
18,975
Other current assets
12,960
15,030
Total current assets
50,629
99,334
Property, plant and equipment, net
18,293
22,333
Right-of-use assets
14,548
26,790
Equity method investment
—
4,363
Equity security investment
14,990
14,990
Other non-current assets
830
6,873
Total assets
$
99,290
$
174,683
Liabilities, Mezzanine Equity and Shareholders' Equity/(Deficit)
Current liabilities:
Accounts payable
6,202
5,289
Other accrued liabilities
10,384
8,876
Warrants
43
3,531
Fixed Maturity Consideration and current FPA Put Option liability
4,123
4,123
Contract liabilities
2,042
6,168
Accrued salaries and wages
1,873
2,302
Current lease liabilities
169
158
Total current liabilities
24,836
30,447
Non-current lease liabilities
16,532
30,619
Non-current contract liabilities
5,901
5,233
FPA Put Option liability
30,015
30,015
Brookfield SAFE liability
—
13,223
Brookfield Loan liability
13,300
—
Convertible Note
—
51,112
Other long-term liabilities
514
587
Total liabilities
91,098
161,236
Mezzanine Equity
Convertible preferred stock, $0.0001 par value; 20,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 20,000,000 and no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
2
—
Preferred stock - additional paid-in capital
13,167
—
Total mezzanine equity
13,169
—
Shareholders' Equity/(Deficit)
